BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York  10006


Don R. De Souza                                      Mailing Address:
Vice President                                       P.O. Box 318
Telephone: 212-250-2216                              Church Street Station
                                                     New York, NY 10008
       

                                                     February 14, 1994



Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC  20549
Attn:  Filing Desk


Dear Sirs:

       Re:  Filing of Schedule 13G on
             Northrop Corp
             

Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy of
the Schedule 13G with respect to the common stock of the above
referenced corporation.

Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.

                                                     Sincerely,

                                                     /s/Don R. De Souza



Enclosures

                                        





<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                 SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                             (Amendment No.  2 )*
                                 ____

                                 Northrop Corp
                    _______________________________________
                                NAME OF ISSUER:
                        Common Stock (Par Value $0.01)
                    _______________________________________
                         TITLE OF CLASS OF SECURITIES
                                   666807102
                    _______________________________________
                                 CUSIP NUMBER


       Check the following box if a fee is being paid with
       this statement [ ].  (A fee is not required only if
       the filing person: (1) has a previous statement on
       file reporting beneficial ownership of more than five
       percent of the class of securities described in Item
       1; and (2) has filed no amendment subsequent thereto
       reporting beneficial ownership of five percent or less
       of such class.) (See Rule 13d-7.)

       *The remainder of this cover page shall be filled out
       for a reporting person's initial filing on this form
       with respect to the subject class of securities, and
       for any subsequent amendment containing information
       which would alter the disclosures provided in a prior
       cover page.

       The information required in the remainder of this
       cover page shall not be deemed to be "filed" for the
       purpose of Section 18 of the Securities Exchange Act
       of 1934 ("Act") or otherwise subject to the
       liabilities of that section of the Act but shall be
       subject to all other provisions of the Act (however,
       see the Notes).


                       (Continued on following page(s))

                               Page 1 of 6 Pages

<PAGE>
CUSIP No. 666807102                                  Page 2 of 6 Pages


1.NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Bankers Trust New York Corporation and Its Wholly Owned
   Subsidiary, Bankers Trust Company, as Trustee for various
   trusts, and employee benefit plans, and investment advisor  
   13-6180473

2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
             (A)  [ ]
             (B)  [X]                                           

3.SEC USE ONLY


4.CITIZENSHIP OR PLACE OF ORGANIZATION

   Both Bankers Trust New York Corporation and Bankers Trust
   Company are New York Corporations.

 NUMBER OF          5. SOLE VOTING POWER
          
  SHARES                   524,226

BENEFICIALLY        6. SHARED VOTING POWER

 OWNED BY                  0

  EACH              7. SOLE DISPOSITIVE POWER

REPORTING                  894,144
          
 PERSON             8. SHARED DISPOSITIVE POWER
       
  WITH                     0

9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                           894,144

10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
   SHARES *

                           X

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                           1.8%

12.TYPE OF REPORTING PERSON *

       Bankers Trust New York Corporation - HC
       Bankers Trust Company - BK

<PAGE>
                                                                         3


                         DISCLAIMER OF BENEFICIAL OWNERSHIP

       THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
       CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
       CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
       "BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE
       SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER
       PURPOSE, THE BENEFICIAL OWNER OF ALL SECURITIES COVERED BY
       THIS STATEMENT, AND THE BANK EXPRESSLY DISCLAIMS BENEFICIAL
       OWNERSHIP AS SET FORTH IN ITEM 4(a) HEREOF.

Item 1(a)        NAME OF ISSUER:

                 Northrop Corp

Item 1(b)        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                 1840 Century Park East
                 Los Angeles, CA  90067

Item 2(a)        NAME OF PERSON FILING:

                 Bankers Trust New York Corporation, and its wholly-
                 owned subsidiary, Bankers Trust Company, as Trustee
                 for various trusts, and employee benefit plans, and
                 investment advisor.

Item 2(b)        ADDRESS OF PRINCIPAL BUSINESS OFFICE:

                 280 Park Avenue
                 New York, New York  10017

Item 2(c)        CITIZENSHIP:

                 Bankers Trust New York Corporation and Bankers Trust
                 Company, as Trustee for various trusts, and employee
                 benefit plans, and investment advisor, are both
                 corporations incorporated in the State of New York
                 with their principal business offices located in New
                 York.

Item 2(d)        TITLE OF CLASS OF SECURITIES:

                 Common Stock (Par Value $0.01) of Northrop Corp, a
                 Delaware corporation.

Item 2(e)        CUSIP NUMBER:

                 666807102


<PAGE>
                                                       4

Item 3           THE PERSON FILING IS A:

                 For Bankers Trust New York Corporation,

      (g)        [X] Parent Holding Company, in accordance with
                 Section 240.13d-1(b)(ii)(G)

                 For Bankers Trust Company,

      (b)        [X] Bank as defined in section 3(a)(6) of the Act.

Item 4           OWNERSHIP:

                 (a)  Amount Beneficially Owned:

                      Bankers Trust Company, as Trustee for various
                 trusts, and employee benefit plans, and investment
                 advisor (the "Bank"), was the beneficial owner as of
                 December 31, 1993 of 894,144 shares of common stock. 
                 It was also the record owner of 13,724,245 shares held
                 by the Bank as Trustee of the Northrop Corporation
                 Employee Insurance Benefit Plans Master Trust (the
                 "Plan") with respect to which the bank disclaims
                 beneficial ownership.
                      The Plan states that each Plan participant shall
                 have the right to direct the manner in which shares of
                 common stock shall be voted at all stockholders'
                 meetings.  The Department of Labor has expressed the
                 view that, under certain circumstances, ERISA may
                 require the Trustee to vote shares which are not
                 allocated to participants' accounts and unvoted
                 shares.  Since, in the view of the Bank and Bankers
                 Trust New York Corporation, such voting power is
                 merely a residual power based upon the occurrence of
                 an unlikely contingency and is not a sole or shared
                 power to vote the securities, the Bank and Bankers
                 Trust New York Corporation hereby disclaim beneficial
                 ownership of such securities.

<PAGE>
                                                       5


                 (b)  PERCENT OF CLASS:

                 The common stock described in Item 4(a) above as to
                 which the Bank acknowledges beneficial ownership
                 constitutes 1.8% of the Issuer's outstanding Common
                 Stock.  The Common Stock as to which the Bank
                 disclaims beneficial ownership constitutes 28.1% of
                 the Issuer's outstanding Common Stock.

                 (c)  Number of shares as to which the Bank has:
                         (i)  sole power to vote or to direct the
                          vote - 524,226

                        (ii)  shared power to vote or to direct the 
                          vote - 0

                   (iii)  sole power to dispose or to direct the
                              disposition of - 894,144

                        (iv)  shared power to dispose or to direct    
                         the disposition of - 0

Item 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                 [X]

Item 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF    
                 ANOTHER PERSON:

                 The Issuer's Plan, and various trusts, and employee
                 benefit plan for which the Bank serves as Trustee, and
                 accounts for which the Bank serves as investment
                 advisor, have the right to receive and/or the power to
                 direct the receipt of dividends from, or the proceeds
                 from the sale of, such securities.

Item 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                 WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
                 PARENT HOLDING COMPANY:

                 See Item 3 above.

Item 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                 GROUP:

                 Not applicable.

<PAGE>
                                                       6


Item 9           NOTICE OF DISSOLUTION OF GROUP:

                 Not Applicable

Item 10          CERTIFICATION:

                 By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.


SIGNATURE:

                 After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.

Date:       as of December 31, 1993

Signature:  Bankers Trust New York Corporation


              /s/James T. Byrne, Jr.
By:              James T. Byrne, Jr.
Title:               Secretary



Signature:  Bankers Trust Company, as Trustee for various trusts,
and employee benefit plans, and investment advisor.


              /s/Don R. De Souza
By:              Don R. De Souza
Title:           Vice President